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HomeMy WebLinkAboutRES2023-119 4JBC Land Sale PH• 1 Sponsored(byt Sorensen CITYbr StWARD. ALASKA RESOLUTION 2023-119 A RKSOLUTION OF TICE (Try COUNCIL OF THE Cfl'Y O 5}',WARD, .ALASKA, AUTO ORIZING 'ME CITY MANAGER rro ENTER INTO AND EXEC THE PURCHASE AND SALE AGREEMENT AND RELATED. DOCVINIENTS. WITH4,111C, LLC FOR -rat; SALE OF I8432 SOLARA FEET OF LOT 2 BLOCK 4, IFO URI'Ll OF JULY CREEK SUBDIVISION IN. THE SEWARD MARINE INDUSTRIAL CENTER, PLAT 1'40, 20044 I THE SWARD RIX2ORDI NG DISTRIVT, THI-RD..1:11DIPAL. DLS:1110 STATE OF ALASKA IN THE! AMOINT OI 65,000.00 WHEREAS, 4 BC, LLCIPatii# h4arrs)1..1.1,,eruly 1.tuns Lot 1 kB1fltk 4,:Foi1Ith 01. July Civek Subdivisidn in 1 tw Sewatil Marine ffidthArial .Ce.ntet: Plat 2(15-14. ih the Seviart1 Recording Pi sictsi, Third ItAlit Tal Dintrict, State or Alaiska.;•Arid WHEREAS. on:Stpletrituer. 10, 2020 touncil opproved lewc(2071).075.1w1lh 4113C. LI-0 for 2'131Dc'k 4 1 ourtILI:4.-Itily Creek Sphdi-visioa in thli•S&rd Mium billitgtriaLCe111r (SMJC)•,..Pliii N. 7.015-14 in ilieSewafd Retotaing District. Third Judicial' Distriet.Stateof Alaska 1:"LeasC Agreernera")'. and WHEREAS, on July 10. 2023. the 'city reettived a miuest Town 4113C. LLC purcttaw 2;Block 4. Pounlyor Stay (-ref* $111i.a..ilutsion in the:Sewurd Maine IffilUstillti COI* Ptat Ni Rrooriling DigtfeeLTItitd Judicial District. State of Alaska: and WEREA% 4,15(:,'LLC rutinot FrurOatic..tills parupeity.cri tie .tmille'vviiip.the'proper!y inh *arehtuiii rot itiontitt-niztr outgoing: marine .re.tattd. bus irittiv, Mit: And the City CDthicil fIhL CO if Sward. A I ask;a. his .repeatet14, that tstOttoTilicrtievilopmerti lir the tity .oT Seward is I n' the pub ateresu :and WELE_REAS, ,1110 need Iirretii1 buiIthn& th1 bilker pa NI suppcirtS the 'marine )rientaied.liugnc...4,5elitti, been lacking ai 5MIC4,and. wiTEREAs, tht tivy of :Seward lecogrtiztts the ,new, tLi hititn0Ses 77A11 prOrmional ser.41(70 Seve.as41:and: WHEREAS, :the City of Seward currraur.ly taws property; legally .d.es.cribe4 •as: 1_6t 2 fflpc14.4. Fourth of Iuly crk subdivisina av Scwafd %ant Jrajuifrkll (htN (SIVITC4. No. 201:5,14 irt 'the Seward Rtgording DiStrkt: Third Aultei:31 OiSrOci. State of A1414 with the Phys14 Addresse.5 0. 101$ Nash Roadi rthr-l)mp_eiry"); and WilERENS; Sectiivti,City CUdL 7.,05. 1 20 sLaze Cif), Council May acquire or di'spciliot tul ime0.31 in id pacierty Iy negotii.aitin.pith ir aaolii-ick, fir sekiled Mil: and CITY OF SEW MID, iLL&SKA RESOL1tTION2023-119 Page 2 of 3 Wig REAS, j1ndty reques0 appramak cif (appraised value of1565.000.03, and WIMAMAS, Mr. MarrKbnd Seward Propeiti* :sled 141/3&:Itettgll vItittC a $t5.000: 411ii E.0 2! EtAgri:l 4.1%4Ni:hie-amp in with 4 askivss the hunt• mai dmennined the WiTINEAS. kl1IOWIT1 n i1tiithn1 MJr. Mum Agreal tii piJitbast the' property for stismoo. and WIIEREASi this 4k. actecitte lig fair Make' Vailins 6f tbe Prilpeity. NOW, THEguf_11RE, BE IT RESOLV ED BY TOE CITY 111E. .CITY OP SEWARD...4.LASKA that: Section I .-The CiivCtxmcil find, ir in' he public's inter6st td •enttir into a purchase and sale agrwrnera with 41BC. LLC ly oe sottro negot1oaon:pitr6wkni. Seward Code 7,03. t 20. eNsenlial teiniKAmti prEciditignsw thiciaitiTtreti Puy and Na1-e./.1kgr*Ft5rit_ Section ,Z, The attachcd P%trchaw- an0 Sale Agrq-grocnA marked as EAhihit A. i;,s. heretly approvdti and ttitt City Manager iNk hereby aim noriyed pi:mu:taw m.i Said A::_rtirteinein in obstainlial, ilalmiKanaehecl, hereto andinAe ihcorrec11005, and exo_cute robac41,cloctinvnts a may be nacaly to fulfill [be intL70.1f thic re.iolutie (In tietailf of the City orSFrwar.d. Section.3, Pursuani ipSeciipn IN' Ow, atrached PurLhaseuid SAW Agrecmgra and Anipic 32 Trf thclgw_Agicen=dr, thr fliAseAgrcupprit 2C1-075 Section 4- Thh resillution 4i1l ake Ertlid immediately. e:ASSED. AND APPROYEDJiy the Cy council 01 Li C' ry oniowIrd, •Alaska. !kris 13`h dajeur.Nciveintcr 2023. Tnig:ari QF 'SWAM rAIASKA.. (1.4klArttlit4.re Sue Mee1ltre4 MEiy(tr 0 1 .err ' O} SIW' R@, A ASKA MOLT ITION 21123- 119 Patc 3 Ul 3 A YI ; °swaps; Ctilhcon, Fin& L3anrrT'iias; WO'S, Marx MeC lAre NOES Name' ABSENT; Ni,rit ABSTAIN: Nom AinBST: Ica* PAck Odd t ty. Sold City Council Agenda Statement ♦ 1 r Meeting Date: November 13, 2023 To: City Council Th rough: Kat Sorensen, City Manager From: Norm Regis, Harbormaster Subject: Resolution 2023-119: Authorizing the City Manager to Enter into and Execute the Purchase and Sale Agreement with 4JBC, LLC for the Sale of 18,432 square feet of Lot 2 Block 4, Fourth of July Subdivision, Seward Marine industrial Center, Kenai Peninsula Borough, Raibow Replat, Plat No. 2015-14 Seward Recording District, Third Judicial District, State of Alaska in the Amount of $65,000 Background and justification: 4JBC, LLC (Patrick Marrs) currently owns Lot lA Block 4, Fourth of July Creek Subdivision in the Seward Marine Industrial Center, Plat No_ 2015-14 in the Seward Recording District, Third Judicial District, State of Alaska, which is just south of his lease property. On September 10, 2020, council approved a new lease (2020-075) with 4JBC, LLC for Lot 2 Block 4, Fourth of July Creek Subdivision in the Seward Marine Industrial Center, Raib.ow Replat; Plat No. 2015-14 in the Seward Recording District, Third Judicial District, State of Alaska ("Lease Agreement"). On July 10, 2023, the city received a request from 4JBC, LLC to purchase Lot 2 Block 4, Fourth of July Creek Subdivision in the Seward Marine Industrial Center, Raibow Replat, Plat No. 2015- 14 in the Seward Recording District, Third Judicial District, State of Alaska 4JBC,1,1_,C request to purchase this property so he :can develop the property into warehousing for incoming or outgoing marine related businesses. Seward City Code 7.05.120 (a) states the City shall not sell any real property interest without first making an appraisal of the fair market value of that interest, unless the City Council finds that the public interest will not be served by an appraisal. The city requested an appraisal of Lot 2 Block 4 in 2023, which came in with a value of $65,000.00. Following negotiations, Mr. Marrs agreed (see the signed Purchase and Sale Agreement) to purchase the property for $65,000. Resolution 2023-119 approves the Purchase and Sale Agreement, terminates the Lease Agreement 20-075 between 4JBC, LLC and the City, and authorizes the CityManagerto execute the Purchase and Sale Agreement in substantial form and to make corrections and execute related documents as may be necessary to fulfill the intent of the resolution on behalf of the City of Seward. 97 Comprehensive and Strategic Plan Consistency Information This legislation is consistent with (citation listed): Comprehensive Plan: Strategic Plan. Other: 3.1.1 Attract new business and hrdtrstty to the greater Seward area 3. 2.1 Promote residential and commercial development within the city of Seward and its vicinity in accordance with community values. Eco11or71ic Base: We are a community that promotes. economic diversity, encourages growth of year-round businesses, desires ent'ironmenlally responsible industry, and seeks jobs that promote a higher standard of living. Growth Management and Laird Use Planning: We have an attractive community in which to live, work, he educated and recreate, where growth is orderly and driven by community consensus. Growth and land use planning are coordinated through the collaboration ofprivate andplrblic entities. We promote and facilitate balanced development. Certification of Funds Total amount of funds listed in this legislation: $ 65,000.00 This legislation (V): Creates revenue in the amount of: Creates expenditure in amount of: Creates a savings in the amount of: Bas no fiscal impact Funds are (✓ ): Budgeted Line item(s): Not budgeted Not applicable $ 65,000,00 $ $'. Fund Balance Information Affected Fund (✓):12000-2501-XX00( General ✓ SMIC Boat Harbor Motor Pool Available Fund Balance Parking Other Electric Water Wastewater Healthcare Note: amounts are zmaudited Finance Director Signature: 98 Attorney Review Yes Not applicable Attorney Signature:. Comments: ar Administration Recommendation Adopt AM Other 99 July to 202 To: Norni Regis, Seward Harbormaster t` Pat-eick 1,4arrs eBl: LLC PO Box 1947 Seward; Alaska 99664 Re: Offer to p•icrrchae,,e' Parcel 34. i8a13-2 sq ft rect---ularI t located d at 2n8 NASH ROAD at the Seward Ma=rine Industrial Center (Mlle). This lot is presently leased by myself, Patrick Marrs, and is adjacent and north of my present property at 4JBC LLC (Communications North Lot), 204 'Nash Road. T am offering to purchase the property at fair market value. Nicole Lawrence of Seward P'rnperti ros has developed air ap,; troxbnate marlret vane for alp parcel of $5 , 600 based on past Borough assessed values and private appraised values. Ihave included a concept drawing of the area for development. See attachments. My plans are to develop the property for marine -oriented business operations. As the area develops there is a needfor warehousing for incoming/outgoing-products. I would consider other types of established companies from larger cities to locate satellite offices to, support tb_e maritime industry in the service or m,anufacturimg sector. There is no electrical, water or sewerage service to the property and the drainage from. rain run-off does occasionally flood the property. When the area drai-,age is corrected said put in culverts, the ditch could be covered, allowing for ease of access by large vehicles. However, the property can be developed as it is if access is available from the uplands. Ihope that serious consideration will be given to my offer to purchase the parcel. 103 REAL PROPERTY PURCHASE AND SALE AGREEMENT BETWEEN- 4JBC, LLC AND 'THE CITY OF SEW ARD, AK This Exchange Agreement (hereinafter, the "A.greernent") is made as of AlF0Je 13, 2023 between the 4JBC, LLC (hereinafter; "4JBC"), and. the City of Seward (hereinafter, the "City"), AK, organized as a first-class home -rule municipality under the laws of the State of Alaska (collectively hereinafter, the "Parties"). The Parties agree as follows: 1. Purchase and Sale. Subject to the terms and conditions of this Agreement, the City agrees to sell and 4JBC agrees to purchase the real property .described as follows along with a]1 improvement located thereon (hereinafter, the "Property-): Lot 2, Block 4, FOURTH OF JULY CREEK SUBDIVISION, SE.WARD MARINE INDU:STRL4L CENTER, RAJ BOW REPLAT, Plat No. 2015-14, records of the Seward Recording District, Third Judicial District, State of Alaska.. Also known as 208 Nash Road, Seward AK 99835, Parcel ID: 14534056 subject only to the "Permitted Exceptions" as defined in Section 5 below. 2. Purchase Price and Payment Terms. The purchase price for the Property shall be sixty-fn'e thousand dollars ($65,000.00). 4JBC wi11 paya deposit of one thousand /brat hundred dollars ($1;300.00) (hereinafter, the"Earnest Money" or "Deposit') to the Escrow agent described with 4JBC's delivery of this signed Agreement to the City. After all other terms and conditions of this Agreement have been satisfiedd, including completion of all contingencies in Section 8 to 4JBC"s sol e satisfaction, the balance of the purchase price shall be due to the City at Closing. Under the municipal charter and code of ordinances of the City, the City resolution required to approve his Agreement will be .effective 30 days following adoption of such resolution,. except as provided in Section 3. Currently 4JBC has approximately 17 years remaining on a leasehold interest in the Property pursuant to an agreement signed in October 2020 ("Lease'). 4JBC and the City agree to terminate the Lease as part of this Agreement_ No value will be given for the mutual terminati on of the Lease. 3. Referendum. Under the charter and code of Seller, the resolution approving this Agreement may be subject to a referendum and the sale approval may be voided. Nothing in this Agreement shall affect or reduce the rights of the voters of the City of Seward to reject the City Councils approval of this Agreement by referendum. In the event a referendum petition is timely filed and accepted, the City shall provide written notice of acceptance to 4JBC at the time the petition is accepted, 1n such event, Ctj' and 4.JBC Purchase and Stale Agree Page 1.of 10 4JBC agrees that it shall have no rights under this Agreement unless and until a resolution is approved by the voters of the City of Seward, Based on the burden and delay inherent in a referendum; 4.1BC shall have the option of canceling this Agreement bey providing written notice to the City no later than thirty (30) days after the Referendum petition is approved with the City returning 4JBC's Earnest Money and prompt reimbursement by the City of all of 4JBC's reasonable, third -party costs actually Incurred by 4JBC in connection with the subdivision and replat, if a referendum petition is approved. 4JBC shall not beentitled to any damages or other relief against the City in the event the voters void the CounciI's resolution. If the resolution approving this Agreement is voided by such referendum action; this Agreement shall terminate the Deposit shall be promptly returned to 4JBC., and platting costs returned, within ten (10) days of the formal certification of the referendum vote, and neither party shall have any further obligation hereunder. 4. Prorations and Adjustments. A. City Responsibilities. On the basis that the City is the owner of the Property on the Closing date, the City shall be responsible to4JBC on a prorated and adjusted basis for die following: (1) Real property taxes and current i nstallments of special assessments for the current tax year. (2) The City shall pay any and all transfer taxes and fees, sales taxes and revenue stamps in connection with the consummation of the transa ctions contemplated by this Agreement, which it owes. B. 4JBC Responsibilities. On the basis that 4JBC is currently leasing the Property and will be on the Closing date, 4JBC shall be responsible to the City on a prorated and adjusted basis for the following: (I) Real property taxes and installments of special assessments for the remainder of the current tax year. C. 4JIC and City Responsibilities.. (1) The Parties shall have. 14 days from the execution of this contract to procure clear ti tie insurance with all exceptions, defects, and encumbrances discharged on the closing date. If a Party is unable to correct the defects and encumbrances, the other Party may elect, at its own option, eitherte accept title subject to the defects Prue encunnbrarices which are not cured or to terminate this Agreement, whereupon all funds deposited into escrow shall bereturned to the buyer. If after ] 4 days, a Party- is unable to release this contingency then both Parties may mutually agree to extend the contingency period, or the other Party rrnay terminate the Agreement. If neither Party acts during this 14-dayperiod, then the contingency will continue until such time as the Party removes the contingency or one of the Parties terminated this Agreement. If the Patty terminates this Agreement under this provision., then all remaining Party Cry and 4J C Purchase and Sale .4grre►n enf Page 2 of 1.0 1055 escrow funds will be returned to the Parties. If during this period the removing of any title insurance policy exception is beyond the capability- of either Party, then either Party may term i nate this Agreement. (2) This action is continent on the Parties' ability to review the closing documents in advance of deed recordings. Closing documents include Parties' closing statements and the prepared final deed. 5. Representations and Warranties. A. Title. The City will deliver to 4JBC, at 47130 expense, within fourteen (14) days of mutual execution of this Agreement a commitment for title insurance (hereinafter, the `::Preliminary Commitment') preliminary to the issuance of the title policy referred tom Scctiori C of this Agreement, together with copies of all underlying exceptions described iri the Preliminary Commitment., The Property is to be sold and conveyed subject to: (a). the condition that title to the Property is vested solely in the City and -in the City's name prior to closing, and (b) reservations, restrictions and easements as disclosed in 'the Preliminary Comtnimient and approved by 4JBC. 4JBC shall be entitled to object to any exceptions stated in the Prel inxina.ry Con ntitmerrt by delivering written notice to the City and Escrow Agent on or before fifteen ( 15). days after the receipt of the Preliminary Commitment, supplemented with the copies of the underlying exceptions described therein.,. which notice shall specify .the matters to which 4J13C.objects. ff 4JBC objects to any such, matters, the City shall have fifteen (.15) days after receiving written notice from 4JBC to attempt to eliminate the natters to which 4JBC has objected or to cause Escrow Agent to insure over said matters. The City shall .notify 4JBC in writing; within the fifteen (15) day period if 'the City is unable or unwilling to eliminate said matters or cause Escrow.Agent to insure over said matters.. 4JBC may then elect, by written notice to the City and Escrow Agent, either to wale the objectionable matters and proceed to Closing or to terminate this Agreement and receive a refund of the Deposit, and the:parties shall lave_no further obligations to each other under this Agreement.: Permitted Exceptions: Notwithstanding the immediately preceding paragraph, 4.1BC may riot object to any of the following title matters: reserved mineral rights; rights reserved to federal and. state patents; ; real property taxes or assessments due after closing; any adverse claim based upon the assertion that some portion of said land is tide or submerged land, or has been created by artificial means or has accreted to such portion so created; any preference rights which may exist under the Alaska Land Act or terms, provisions and reservations under the Submerged Lands Act and the enabling act (Public Law 85-508, 72 Stat. 339); any prohibition or limitation on the use, occupancy or improvements of the land resulting from the right of the public or riparian owners to use any waters which my cover the land or to use any portion of the land which is now or may formrrer➢y have been covered by water. All items to which 4JBC> does not object ander the immediately preceding paragraph, plus all items described in this paragraph, are referred to herein as `Permitted Exceptions." B. A-arnaie or Destruction. Clay and - .IBC Purchase and Sale Agreement 106 Page 3 of 10 The Parties agree that, in the event that the Property is destroyed or materially damaged. prior to the Closing. Date, the Escrow money shall be returned to the Parties and this Agreement is terminated, unless the Parties agree otherwise in writing. C. Use and Operation of the Property. The Parties represent and warrant to that, as of the Effective Date of this Agreement through the Closing Date. the Properties will be used, operated and managed by the. Parties in a manner consistent with the way the Property is currently being used, operated and managed. A Party will not execute or modify any e'istirrg lease or other agreement regarding the Property, without first obtaining the written consent of the other Party.. D. Attorney's fees. Should any dispute arise between the Parties hereto or their legal representatives, successors and assigns concerning any provision of this Agreement,. the Party prevailing in such dispute shall be entitled, in addition to such other relief that may be granted, to recover reasonable attorney's fetes and legal costs in connection with such dispute as determined by the judgement or award of any court or tribunal of competent jurisdiction. E. Escrow Money Disposition. If either Party is in default or breach, escrow money may not be released or paid to a Party unless the Parties sign a Termination of Agreement to Purchase with Release of Escrow Money Addendum. If dispute arises, prior to release or payment of the Escrow money, the ti tle company holding the escrow money shall retain the money until one of the following occurs: (l) A written release is executed by the Parties agreeing to dislttrsernent of the escrow money, OR (2) Legal action is filed regarding the Agreement or release and distribution of the escrow money, at which time the escrow money shall be deposited with 'the Court Cleric where the legal action is filed, OR (3) Ninety (90) days have passed since the effective date of the Termination of this Agreement and the Parties have not exercised options (1) or (2). at which point the escrow funds will be released back to the Buyer, 6. Terms: and Conditions. A. Inspection. 4JBC is currently leasing the Property and has knowledge of the condition of the property lased on occupancy and past use under the Lease. 4JBC, its agents and contractors, may conduct such tests and inspections of the Property as 4113C deems appropriate, provided; however, 4JBC shall give the City reasonable notice of 4JBC's intention to conduct such tests and inspections of the Property. If 4JBC reasonably determines from the inspections or testing slat any c nditioe of the Property does not meet 4JBC1s satisfaction, and that condition does not stem from its own: negligence or use of the Property under the Parties' Lease, 4JBC shall have the right within sixty (60) days after the effective date of this Agreement to object to such matter by delivering written City and 4I13C" Piirchrase and ;Sale Agreement 07 Page 4 of 10 notice to the City specifying the matters to which 4JBC objects. To the extent that any objection is curable, the City shall have thirty (30) days after receipt of the written, notice to cure the deficiency, at the City's expense and to 4JBC's satisfaction or negotiate an acceptable resolution with 4JBC. Unless 4JBC has agreed to proceed as a result of the City s cure or other agreed -upon resolution, 4TBC may elect, by written notice to the City, to waive the objectionable matter and proceed to Closing, neg�oti.ate a different, written resolution with the City, or to terminate this Agreement. Lf this Agreement is terminated by 4JBC pursuant to this paragraph, the Deposit shall be returned to 4JBC and the parties shall have no further obligation io each other under this Agreement. B. Property is Condition. As Ls,, Where Is Sale. Release and Indemnification. The City sells and 4JBC buys the Property hereunder" as is", and where is.' The City sisalIhave no liability or responsibility to 4JBC whatsoever for any violations of any law; regulation; building code, ordinance or other Legal requirement of any kind whatsoever applicable to the property as may be discovered at any time, including but not limited to material (or non -material) Ilan rdous Substances contamination, violations of building or safety codes, latent defects, deterioration or problems or Liabilities of any bind. Neither the. City, nor any of its officers, directors, enipl oyees. agents, attorneys, or representatives. have previously nor does under this Agreement make any representations or warranties All inspection obligations rest with 4JBC: 4JBC acknowledges that notwithstanding any prior or contemporaneous oral or written representations, statements, documents or understandings, this agreement constitutes the entire understa-nding of the parties with respect to the subject matter hereof,. and supersedes all such prior or contemporaneous oral or written representations, statements; documents or written agreement and shall remain unaffected by any representations, statements or understandings subsequent to. the date hereof which shall not be represented by a mutually executed amendment to this Agreement. C. Items included in this Sale. AI.I existing fixtures and fittings that are attached to the property. D. Deed. Title to the Property shall be conveyed to 4JBC by a .quitclaim deed (hereinafter, the -Deed-) duly executed by the City and recorded at the Closing. The Deed shall be in the form and content. acceptable to the City anal 4JBC. 7. Closing. A. Closinn Costs. All Closing costs of the transaction,, unless otherwise provided in this Agreement, shall be divided as follows City and 4113C Purchase and Sale Agreement 1 08 Page 5of10 Seller shall pay the following Closing costs a. Any outstanding or pendi©g assessments or hens b, Seller's attorney fees and costs c Real Property taxes will be prorated to date of closing and if applicable, paid through escrow Purchaser shall pay the following Closing costs: a. All recording fees b. All document prepa ration fees c. All escrow closing fees d. Owner's standard coverage title insurance described herein (Required) e. Arty AL_ TA title insu.rauce policies desired by Purchaser (Optional) f. All Purchaser's attorney fees and costs g. All appraisals, commitment fees, points, and financing costs h. Real Property taxes will be prorated to date of closing, and, if applicable, paid through escrow r All costs riot otherwise specified but related to this transaction and not otherwise agreed to be paid by the Seiler Notwithstanding the above, if the Escrow fails to close due to the default of one party; the defaulting party shall pay any escrow and title policy cancellation fees. .Crum the date of mutual acceptance of this Agreement until Closing, the City agrees to rnai main the Property in its present condition. B. City's Conditions Precedent. The Parties acknowledge tlrat the City's obligation to close on the purchase of the Property shall be subject to the following. (1) Receipt of approval by 4JBCof 4JBC's inspection of die Property not revealing any basis upon which 4JBC timely terminates this Agreement as provided in Section 6. (2) Approval of this Agreement by the Seward City Council, .and; if a timely referendum petition is filed, approval by voters in a. referendum election. (3) No litigation or other claim which has any probability or reasonable likelihood of success, challenges or controverts 413C's action to acquire the Property.. (4) 4JBC to pay all amounts required by this Agreement. C. Closing Date Closing shall occur vvithin 60 days from Ceuuc)l approval of die Agreement unless a referendum application has been filed in which case the time for Closing will be extended until 30 days after certification, at the Referendum election. City and 4JBC Punch ve and Safe .4gr eernent 109 Page 6 of 10 8. Miscellaneous. A. Remedies. (1) If 4.1-BC (a) fails, without legal excuse, to complete the purchase of the Property, or (b) otherwise defaults under this Agreement, the City shall be entitled to retain the $ l ,300 00 deposited by 4JBC with the Escrow Agent purseent to Section above, and such retention by the City of this Deposit shall be the sole and exclusive remedy available to the City for such failure or default by 4JBC; unless specifically provided otherwise herein. (2) If the City fads, without legal excuse, to complete the sale of the Property,. then the Deposit shall be returned to 4JBC. The C ity's return of the $1,300.00 Deposi t to 4JBC, shall be the sole and exclusive remedy available to 4JBC for such failure or default by the City. B. Costs and Fees. If either patty institutes suit concerning this Agreement, the prevailing party shall be entitled to its reasonable attorneys' fees and costs. C_ Waiver. No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver by the City or 4JBC of a breach of any covenant of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement D. Assignment. This Agreement is binding on the heirs, successors., and assigns of the parties, but shall not be voluntarily assigned by either party without prior written consent of the other party, which consent shall not be unreasonably withheld. E. Commissions. Each party represents and warrants to the other dun it has not engaged the services of any broker, finder or other person who would be entitled to arty commission or fee in respect to the subject matter of this Agreement and each shall indemnify the other against any loss; cost, Liability- or expense incurred by the other as a result of' any claim asserted by any such broker, finder or other person on the basis of any brokerage or similar arrangement or agreement made or alleged to have been made; F. Notices. No notice, consent, approval or other communication: provided for herein or given in connection with this Agreement shall be validly given, made, delivered or served unless it is in witting and delivered personally, sent by overnight courier or sent by registered or certified United States mail; postage prepaid, -with return receipt requested to: City and 4.1Be Purchase and Sate Agreement 110 Page 7 of 10 Selier: City of Seward Attn: City Manager P,O, Box 167 ,Seward, Alaska 99664 4JBC Patrick Marrs PO BOX 1947, SEWARD, AK 99664. or to such other addresses as either party may from time to time designate in ti tying and deliver in alike manner to the other party. Notices, consent, approvals, and communications given by mail shall be deemed delivered upon the earlier of three days after deposit in the United States mail in the manner provided above or immediately upon delivery to the respective addresses set forth above, if delivered personally or sent by overnight courier. G, Entire Agreement. This document and its attachments contain the entire Agreement between the parties. It may not be modified except in writing and signed by all parties. H. Construction of Agreement. The captions of the paragraphs of this Agreement are for convenience only and shall not govern. or influence the interpretation hereof This A.greernent is the result of negotiations between the parties and, accordingly, shall not be construed for or against either party regardless of which party drafted this Agreement or any portion thereof: I. Su ryivin2 Covenants The provisions of this Agreement shall survive the delivery of the Deed. J. Time is of the Essence Time is of the essence of this Agreement. K. Exclusive Agreement. This Agreement shall constitute an exclusive arrangement between the parties. The City shall not market, sell, negotiate for the sale of, or convey the Property to any other person, provided that 4JBC has not delivered notice that it will not close due to an unsatisfied condition. L. Controlling Law and Venue. This Agreement shall be governed by, construed under and enforced in accordance with and governed in all respects by applicable federal law_ in addition to the laws of the State of Alaska, and venue for actions between the parties arising out of or related to this Agreement shall be in the. Alaska Superior Court, Third Judicial District, Anchorage, Alaska, M. Furt:he><=Assn ranees. Whenever requested to do so by the other party, the City or 4113C promptly and expeditiously shall execute, acknowledge and deliver any and all such conveyances, assignments, confirmations, satisfactions, releases, instruments nffurther ass-urarnce.;approv>a1s, ennsenhs and dnyReid atl £urther City and 4Ulle Pxrchase and Sale Agreement 1 1 1 Page 8of10 instruments and documents as may be reasonably necessary, expedient, or proper in order to complete any and all conveyances,transfers, sales, and assignments herein provided, and to do any and all other reasonable acts and to execute, acknowledge and deliver any and all documents as so reasonably requested in order to carry out the intent and purpose of this Agreement, including but not limited to subdividing and platting the tract containing the Property and the parcel to be the Property. N. Miscellaneous. (1) By entering into this Agreement, the Parties represent that they are legally' capable of transferring the property rights at issue from the State of Alaska to the 4JBC, and vice versa. (2) All documents and addendurns signed by the Parties that are referred in this Agreement, attached to this Agreement, or specifically referenced or labeled as part of this Agreement_ shall be incorporated in arid be a part of this Agreement. (3) it is mutually understood and agreed that this contract shall not be assigned in whole or in part without the consent in writing of the Parties. O. Possession, 4IBC shall receive possession of the Property at the closing and recordingof the quitclaim deed. The leasehold agreement between 4JBC and the City for the Premises as referenced in Section f shall terminate upon closing, The execution of this. Agreement constitutes proper notice to both parties to vacate the Leased Premises under the terms of Lease and related lease agreement upon termination. Executed this clay of , 702'3 Cily and 44TBC Purchase and Sale Agreement 11 2 Page 9 of 10 Buyers 4JBC, LLC 3L 114-1-CAAA-Ale'l Patrick Marrs. Manager, Member State of Alaska Judicial District } City of ,0 „4 O ) The foregoing iristrumenit was aclrnovvlcdged. before me: this ) of 1 i 622f123 by Patrick Marrs, \tanager. on behalf of the 4JBC. �`�r���rri1� �1r1l��q/� ,-4 3• II �/1� /LY (Seat) ` .,�'°" �,� Notary Signature NOTARY = Ivry Commission Expires: 9 a I,.. PUBLIC *` sown -,`3t..,Qey°.ze' .:, . CITY OF'SEWAD Kat Sorenson, City -Manager State of Alaska Judicial District ) Murcipality.of The foregoing instrument was acknowledged before me this this _ of , 2023 by Kat Sor enson, City Manager Seward, Alaska,_ on behalf of the City of Seward:. (Seal) Notary Signature My Commission Expires: City and 4,13C Purchase and safe Agreement 113 Page 10 of 10